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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 31, 2026
AMAZE
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41147 |
|
87-3905007 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
150
Paularino Ave., Suite D-200, Costa Mesa, CA 92626
(Address
of principal executive offices) (Zip Code)
(855)
766-9463
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.001 per share |
|
AMZE |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Departure
of Chief Executive Officer
On
July 31, 2026, the Board of Directors (the “Board”) of Amaze Holdings, Inc. (the “Company”) determined
that Aaron Day would no longer serve as Chief Executive Officer of the Company, effective immediately. Mr. Day will continue to serve
as a member of the Company’s Board.
Appointment
of Interim Chief Executive Officer
On
July 31, 2026, the Board appointed Joel Krutz, the Company’s Chief Financial Officer, to serve as interim Chief Executive
Officer of the Company, effective immediately, while the Board conducts a search for a permanent successor. Mr. Krutz will continue to
serve as the Company’s Chief Financial Officer during this period.
Mr.
Krutz, 52, has served as the Company’s Chief Financial Officer since January 2026.
Biographical
information regarding Mr. Krutz is set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 18, 2025, which information is incorporated herein by reference.
There
are no arrangements or understandings between Mr. Krutz and any other person pursuant to which he was appointed as interim Chief Executive
Officer. There are no family relationships between Mr. Krutz and any director or executive officer of the Company, and there are no transactions
in which Mr. Krutz has an interest requiring disclosure under Item 404(a) of Regulation S-K. In connection with his appointment as interim
Chief Executive Officer, Mr. Krutz will continue to receive his existing compensation as Chief Financial Officer. Any additional compensatory
arrangements relating to his service as interim Chief Executive Officer, if approved, will be disclosed in a subsequent filing.
Appointment
of Chairman of the Board
On
July 31, 2026, the Board appointed Michael Pruitt, previously Vice Chairman of the Board, to serve as Chairman of the Board, effective
immediately. Mr. Pruitt has served as a member of the Board since March 2025. There are no arrangements or understandings between Mr.
Pruitt and any other person pursuant to which he was appointed Chairman, and there are no transactions in which Mr. Pruitt has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
Item
7.01. Regulation FD Disclosure.
On
August 3, 2026, the Company issued a press release announcing the leadership transition described in Item 5.02 above. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release issued by Amaze Holdings, Inc. dated August 3, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
AMAZE HOLDINGS, INC. |
| |
|
|
| Date:
August 3, 2026 |
By: |
/s/
Joel Krutz |
| |
Name: |
Joel
Krutz |
| |
Title: |
Interim
Chief Executive Officer and Chief Financial Officer |
Exhibit
99.1
Amaze
Holdings Announces Leadership Transition
Joel
Krutz Named Interim Chief Executive Officer; Michael Pruitt Named Chairman of the Board
Current
Board of Directors to Take a More Active Role in Value Creation
NEWPORT
BEACH, Calif., August 3, 2026 (GLOBE NEWSWIRE) — Amaze Holdings, Inc. (NYSE American: AMZE) (“Amaze” or the “Company”),
a global leader in creator-powered commerce, today announced a transition in the Company’s leadership. The Board of Directors determined
that Aaron Day would no longer serve as Chairman of the Board and Chief Executive Officer of the Company, effective immediately. Mr.
Day will remain a member of the Board.
Joel
Krutz, the Company’s Chief Financial Officer, has been named interim Chief Executive Officer while the Company conducts a search
for a permanent successor. Mr. Krutz will continue to serve as Chief Financial Officer during this period. Michael Pruitt, previously
Vice Chairman of the Board, has been named Chairman of the Board.
“The
Board remains confident in the market opportunity and in the team’s ability to execute against our priorities. With Joel stepping
in as interim CEO, and with current directors continuing to guide management, we believe Amaze has the leadership and experience in place
to deliver for creators in their relentless pursuit to be amazing,” stated Michael Pruitt, Chairman of the Board. “Joel’s
background leading finance and operations in public company organizations, including as CFO of Paramount International, gives us confidence
that Amaze can deliver value for creators and shareholders alike.”
“I’m
honored to take on this role and to continue working closely with our team, our creators, and our brand partners,” said Joel Krutz,
interim Chief Executive Officer. “Our priorities remain the same: executing on the strategy we have laid out for the business,
driving Amaze toward its next phase of growth, and building long-term value for our shareholders. I look forward to continuing to work
with the Board on our cost and revenue optimization strategies. This is an exciting time for Amaze as we continue to deliver new monetization
opportunities with and for Creators.”
For
investor information, please contact IR@amaze.co.
For
press inquiries, please contact PR@amaze.co.
About
Amaze:
Amaze
Holdings, Inc. is an end-to-end, creator-powered commerce platform offering tools for brand development, product creation, advanced e-commerce,
audience growth and scalable managed services. By helping people turn what they know, create and share into sustainable income, Amaze
enables value creators to build deeper audience relationships and more flexible paths to a better life. Discover more at www.amaze.co.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events and developments
or to our future operating or financial performance, are subject to risks and uncertainties and are based on estimates and assumptions.
Forward-looking statements may include, but are not limited to, statements about the Company’s leadership transition, the search
for a permanent Chief Executive Officer, and the Company’s future business and financial performance. These statements can be identified
by words such as “may,” “might,” “should,” “would,” “could,” “expect,”
“plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,”
“potential” or “continue,” and are based on our current expectations and views concerning future events and developments
and their potential effects on us.
Some
or all of these forward-looking statements may not occur. These statements are subject to known and unknown risks, uncertainties and
assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statement.
Factors that affect our ability to achieve these results include unexpected issues arising from implementation of our new venture, our
need to raise additional capital, our reliance on third parties to provide key services for our business, including cloud hosting, marketing
platforms, payment providers and network providers, our ability to identify and transition to a permanent Chief Executive Officer, and
our inability to agree upon the terms of a definitive agreement. Other risks include the Risk Factors contained in our Form 10-K filed
on April 1, 2026.
Factors
or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of
them. Any forward-looking statement made by us herein speaks only as of the date on which it is made. We undertake no obligation to update
any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by
law.